Terms &
Conditions

Section 01

Definitions

Throughout these Terms, the following definitions shall apply:

• "Services" means all GTM strategy, web development, technical SEO, analytics setup, graphic design, social media assets & any other deliverables agreed upon in a Statement of Work or project intake.
• "Sprint" refers to the 14-day engagement window during which 69 Kelvin deploys the contracted Services for the Client.
• "Deliverables" means any tangible or intangible output produced by 69 Kelvin as part of the Services, including but not limited to website files, design assets, reports, documentation & code repositories.
• "Statement of Work" or "SOW" means a separate written document, email confirmation, or project scope document that details the specific Services, timeline, pricing & acceptance criteria for a given Sprint.
• "Client Content" means all materials, data, logos, brand guidelines, copy & information you provide to 69 Kelvin for use in the Services.
• "Platform" means any third-party software, SaaS tool, or hosting service (including but not limited to Webflow, Framer, Google Analytics, Netlify, Vercel) that 69 Kelvin may configure or build upon on your behalf.

Section 02

Acceptance of Terms

Your engagement with 69 Kelvin - whether by submitting a project intake form through our website, verbally confirming a project scope, signing a Statement of Work, or making any monetary payment - constitutes your full & unconditional acceptance of these Terms & Conditions in their entirety.

If you are entering into these Terms on behalf of a company or other legal entity, you represent & warrant that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not proceed with the engagement.

These Terms supersede any prior oral or written agreements relating to the Services & represent the entire agreement between the parties with respect to the subject matter herein, except where a fully executed Statement of Work explicitly modifies or supplements these Terms.

Section 03

Scope of Services

69 Kelvin provides B2B SaaS growth infrastructure services across four core pillars:

1. The Build (Web & UX): Strategy, UI/UX design & development of high-converting landing pages & marketing sites on platforms including Webflow, Framer & custom code stacks.
2. The Traffic (SEO & Data): Technical SEO audits, Core Web Vitals optimization, Google Tag Manager setup, GA4 event tracking architecture, CRM routing & data quality assurance.
3. The Brand (Graphics & Social): Visual identity updates, social media asset kits, custom web graphics, founder content assets, typography refinement & brand guidelines documentation.
4. Sprint Add-Ons: Any additional services mutually agreed upon & documented in the SOW, including but not limited to copywriting, paid media support, Loom video walkthroughs, or post-sprint maintenance retainers.

The specific scope of Services for any engagement shall be defined in the corresponding SOW. Any work that falls outside the SOW is considered out-of-scope & will be quoted separately. 69 Kelvin reserves the right to decline out-of-scope requests without affecting existing obligations.

Section 04

Sprint Protocol & Timelines

69 Kelvin operates on a 14-Day Sprint model. By engaging our services, you acknowledge & agree to the following Sprint rules:

• Sprint Kick-Off: The Sprint clock begins upon receipt of your full upfront payment (or agreed deposit) & completion of the Client onboarding checklist, including delivery of all required Client Content. Failure to deliver required Client Content on time extends the timeline by an equivalent number of business days.
• Client Responsiveness: Timely feedback is critical. You agree to review & provide written feedback within 48 business hours of receiving any deliverable for review. Delays attributable to the Client do not constitute a breach by 69 Kelvin & may extend the Sprint timeline.
• Revision Rounds: Each deliverable category includes the number of revision rounds specified in the SOW (typically two rounds). Additional revision rounds are billable at our standard hourly rate, invoiced prior to execution.
• Sprint Extension: If extraordinary circumstances on 69 Kelvin's end cause a delay beyond 14 days, we will notify you in writing & extend the Sprint at no additional cost. This provision does not apply if delays are caused by Client inaction.
• Final Handoff: Deliverables are considered accepted & the Sprint complete upon either (a) the Client's written approval, or (b) 5 business days passing without written objection after the final deliverable is submitted.

Section 05

Payment Terms

All fees for Services are outlined in the applicable SOW. The following payment terms apply to all engagements:

• Upfront Payment: Unless otherwise stated in the SOW, 100% of the Sprint fee is due before work begins. This is non-negotiable & activates the Sprint clock.
• Split Payment: Where a split arrangement is agreed in the SOW (typically 50% upfront, 50% at handoff), the second installment is due within 3 business days of the Final Handoff. Non-payment of the second installment freezes delivery of final files.
• Accepted Payment Methods: Bank transfer (ACH/wire), Stripe, or other methods explicitly listed in the SOW. Cryptocurrency is not accepted unless agreed in writing.
• Late Payments: Invoices unpaid beyond 7 days of their due date will accrue a late fee of 1.5% per month on the outstanding balance. Continued non-payment beyond 30 days grants 69 Kelvin the right to terminate the engagement & retain all payments received.
• Currency: All fees are quoted & invoiced in US Dollars (USD) unless explicitly stated otherwise in the SOW.
• Taxes: All fees are exclusive of applicable taxes. You are responsible for any sales, use, VAT, GST, or similar taxes imposed by your jurisdiction.

Section 06

Intellectual Property Rights

The allocation of intellectual property rights between the parties is governed as follows:

Client Ownership (Post-Payment): Upon receipt of full payment, 69 Kelvin assigns to the Client all rights, title & interest in the Deliverables specifically created for the Client under the SOW. This assignment is conditional upon full payment being received.

69 Kelvin Pre-Existing IP: 69 Kelvin retains all ownership of its proprietary methodologies, frameworks, workflows, internal tools, templates, code libraries, design systems & any other pre-existing intellectual property ("69K IP") that may be incorporated into the Deliverables. The Client receives a perpetual, non-exclusive, royalty-free license to use the 69K IP solely as embedded within the Deliverables for their own business purposes.

Third-Party Assets: Any third-party assets, fonts, stock imagery, icons, or licensed software used in Deliverables are subject to the licensing terms of their respective owners. It is the Client's responsibility to ensure continued compliance with third-party licenses after handoff. 69 Kelvin is not liable for license violations arising from the Client's use of third-party assets post-handoff.

Portfolio Rights: 69 Kelvin expressly reserves the right to display the Deliverables, including website screenshots, design mockups & performance metrics (anonymized or attributed, at our discretion), in our portfolio, case studies, marketing materials, social media & press coverage. The Client may revoke this right with 30 days' written notice, applicable only to future use.

Client Content: The Client represents & warrants that all Client Content provided to 69 Kelvin is owned by the Client or that the Client holds all necessary rights & permissions to use such content. 69 Kelvin is not responsible for any intellectual property infringement arising from Client Content.

Section 07

Confidentiality

Both parties acknowledge that during the course of an engagement, each may disclose or receive confidential business information, including but not limited to business strategies, product roadmaps, pricing data, customer lists, financial projections & technical specifications ("Confidential Information").

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; & (c) use Confidential Information solely for the purpose of performing or receiving the Services.

These obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by applicable law, regulation, or court order, provided the receiving party provides prompt written notice to the disclosing party.

This confidentiality obligation survives the termination or expiration of any engagement for a period of three (3) years.

Section 08

Warranties & Disclaimers

69 Kelvin Warranties: We warrant that: (a) the Services will be performed in a professional & workmanlike manner consistent with industry standards; (b) we have the right to enter into these Terms & provide the Services; & (c) the Deliverables, to the best of our knowledge, do not infringe upon any third-party intellectual property rights.

No Results Guarantee: While 69 Kelvin applies proven methodologies & has a strong track record of improving SaaS metrics, we expressly do not guarantee specific business outcomes, including but not limited to increases in website traffic, conversion rates, trial signups, booked demos, revenue, search engine rankings, or social media growth. Marketing & growth outcomes are influenced by numerous external factors beyond our control, including market conditions, product-market fit, competitive landscape & platform algorithm changes.

Platform Disclaimer: 69 Kelvin is not responsible for service interruptions, policy changes, pricing changes, or functionality changes made by third-party platforms (Webflow, Framer, Google, etc.) after the Sprint handoff. It is the Client's responsibility to maintain platform subscriptions & comply with platform terms of service.

Section 09

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 69 KELVIN, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, exemplary, or punitive damages;
• Loss of profits, revenue, data, goodwill, or business opportunities;
• Damages arising from website downtime, security breaches, or third-party platform failures;
• Damages arising from the Client's use or inability to use the Deliverables after handoff;

whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if 69 Kelvin has been advised of the possibility of such damages.

Cap on Liability: 69 Kelvin's total aggregate liability to the Client for any claims arising out of or related to a particular SOW shall not exceed the total fees actually paid by the Client to 69 Kelvin under that SOW in the twelve (12) months preceding the claim.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

Section 10

Indemnification

You agree to defend, indemnify & hold harmless 69 Kelvin, its members, officers, employees, contractors & agents from & against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms & Conditions;
• Your violation of any applicable law or regulation;
• Your infringement of any third-party intellectual property right through the Client Content you provide;
• Any claim by a third party arising from the use of the Deliverables after the Sprint handoff;
• Your breach of any representation or warranty made in these Terms.

69 Kelvin reserves the right to assume the exclusive defense & control of any matter otherwise subject to indemnification by the Client, in which case the Client agrees to cooperate with our defense of such claim.

Section 11

Termination

Termination by Client: You may terminate an engagement prior to Sprint completion by providing written notice. Termination does not entitle you to a refund of any fees paid. The specific refund policy applicable to cancellations is detailed in our Refunds & Cancellations Policy, which is incorporated by reference into these Terms.

Termination by 69 Kelvin: We reserve the right to terminate any engagement immediately, without liability, if:

• The Client violates any provision of these Terms;
• The Client engages in abusive, threatening, or harassing conduct toward our team;
• The Client provides materially false information during the intake process;
• Payment obligations are not met;
• Completing the Services would require 69 Kelvin to violate any applicable law, platform terms of service, or ethical standards.

Effect of Termination: Upon termination for any reason, (a) all licenses granted herein cease immediately; (b) each party will return or destroy Confidential Information of the other party; (c) provisions that by their nature should survive termination (including IP, confidentiality, limitation of liability & indemnification) will survive.

Section 12

Governing Law

These Terms & Conditions & any disputes arising under or related to them, shall be governed by & construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

For Clients located outside the United States, you agree that all disputes will be resolved under US law & in US courts or through the arbitration mechanism described in Section 13, unless mandatory consumer protection laws in your jurisdiction provide otherwise.

Section 13

Dispute Resolution

Good-Faith Negotiation: Before initiating any formal legal proceeding, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days following written notice of the dispute from one party to the other.

Binding Arbitration: If good-faith negotiation fails, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted by a single arbitrator. The arbitrator's award shall be final & binding & may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: You expressly waive the right to bring or participate in any class action, collective action, or representative action against 69 Kelvin. All claims must be brought in the parties' individual capacities.

Exception: Either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction in Delaware to prevent irreparable harm pending the outcome of arbitration.

Section 14

Amendments & Entire Agreement

69 Kelvin reserves the right to modify these Terms & Conditions at any time. Changes will be posted on this page with an updated "Last Updated" date at the top. For existing Clients with an active SOW at the time of modification, the previous version of the Terms will govern for the duration of that SOW. For new engagements initiated after the change date, the updated Terms will apply.

Your continued engagement of our Services following notification of changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

These Terms, together with the applicable SOW & any other documents incorporated by reference (including the Privacy Policy & Refunds & Cancellations Policy), constitute the entire agreement between you & 69 Kelvin regarding the Services & supersede all prior & contemporaneous agreements, negotiations, representations & understandings.

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force & effect.

Section 15

Contact & Notices

All legal notices or questions regarding these Terms should be directed to 69 Kelvin in writing. We aim to respond to all legal inquiries within 5 business days.